Judge Puts Limits on Taubman Shares Voting

Published 8:00 pm, Wednesday, April 30, 2003

Simon Property Group Inc. said that a Michigan judge ruled that Taubman Centers Inc.'s Taubman family and friends cannot vote with their 33.6 percent Series B preferred shares until approved by a majority of disinterested public shareholders.

In a press release Thursday, Simon said the judge made the ruling in compliance with the Michigan Control Share Act. A Taubman representative wasn't immediately available for comment.

Through its combination of preferred and common shares, the Taubman family controls 38 percent of Taubman Centers' voting power _ enough to stop a takeover, which requires approval by two-thirds of holders.

Simon, which has been battling to take over Taubman, has been seeking to have Taubman's shares thrown out, arguing that the family acquired the shares through a 1988 restructuring without a shareholder vote.

Simon will proceed with its $20-a-share tender offer for Taubman, which is set to expire May 30 at 12 a.m. EDT. Simon raised its offer in January from its initial bid of $17.50 a share, but Taubman has repeatedly called the offer inadequate and not in its shareholders' best interest.

Simon has said that owners of 40 million of Taubman's 52 million common shares have accepted the tender offer. A Simon representative wasn't immediately available for more information on the status of the takeover attempt.

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The Simon and Taubman battle heated up Wednesday, when Simon claimed that Taubman was using its share buyback program to block the takeover and had unfairly named a new director to its board. On Thursday, Taubman called the rival mall operator's claims entirely without merit.

New York Stock Exchange-listed shares of Taubman closed Thursday at $17.68, up 17 cents. Simon's NYSE-listed shares closed at $37.02, up 30 cents.